Terms of Service
Clause 1 – scope of application
1. These General Conditions (GC) regulate the relations between L2 SPIRIT, S.A. and the CLIENT and may be applied to all orders, instructions and deliveries relating to goods and materials produced by L2 SPIRIT, S.A., prevailing over any uses or agreements not written down.
2. Amendments, exclusions or changes to these GC, Particular Conditions (PC) and orders that give rise to the execution and delivery of goods and materials, shall only be valid, if they have been accepted by L2 SPIRIT, S.A. in writing, even in the form of an exchange of mail.
3. Catalogs, prospectuses or advertising material are merely informative, not having contractual or binding nature.
CLAUSE 2 – ORDERS AND PARTICULAR CONDITIONS (PC)
1. Orders for goods and materials produced by L2 SPIRIT, S.A. will only be valid when transmitted in writing through a purchase order or a signed and stamped quotation received by L2 SPIRIT, S.A., by mail or electronic mail, with the reference / number of the corresponding budget of L2 SPIRIT, S.A., indicating the price, term and PC of the supply, duly dated and subscribed by both parties.
2. “Particular Conditions” (PC) or “order(s)” shall mean agreements formalized by budget with the express acceptance of L2 SPIRIT, S.A.
3. The relations between L2 SPIRIT, S.A. and the CLIENT shall be exclusively governed by the PC of each order and the provisions of these on the GC.
4. The cancellation of orders received by L2 SPIRIT, S.A. will import to the CLIENT the payment of all passive expenses and losses, namely raw material already acquired for the execution of the work, value / hour spent preparing the job or immobilizing the machines and other means of production.
CLaUSe 3 – BUDGETS
1. The budgets are valid for a period of 30 days from their issuance, being subject to review after receipt and analysis of the files and other materials needed for the supply of goods and services, being communicated to the CLIENT any possible update thereof.
2. The amounts in the budgets of L2 SPIRIT, S.A. do not includ rates and taxes due.
CLaUSE 4 - MATERIALS, INFORMATIONS AND FILES FOR PRINTING
The CLIENT compromises to supply, in a convenient time or within the deadline established when the budget is sent, to L2 SPIRIT, S.A., on its headquarters, by computerized means, all the elements necessary for the correct execution of the order with the respective elements, which must be prepared in accordance with the technical regulations in force, and transmitted by L2 SPIRIT, S.A.
CLAUSE 5 – PREVIOUS CHECK
1. L2 SPIRIT, S.A. shall send to the CLIENT, upon request and on account of the CLIENT, provide a proof of color for prior verification of the final impression of each order, which the CLIENT compromises to verify and approve in all its aspects, namely as to the image, format, fonts, text and frameworks, and any changes made by the CLIENT should be dated and signature, and clearly indicated and transmitted to the Commercial Department of L2 SPIRIT, S.A.
2. Alternatively, when the CLIENT requests a prior selection in situations that merit in urgent work qualification by L2 SPIRIT, SA, it’ll be sent for the CLIENT, by electronic mail, a PDF file for selection and approval of all aspects previously mentioned, which should sent and transmitted to the Commercial Department of L2 SPIRIT, SA all and any changes needed, dated and signatured by the CLIENT.
3. The prior verification of the print job, on-site, at the headquarters of L2 SPIRIT, S.A. may be requested by the CLIENT, and L2 SPIRIT, S.A. reserves the right to charge the work value / hour spent whenever there are changes requested by the CLIENT that exceed 30 minutes, as well as, whenever the client’s waiting time, after the time set for the start of production, also exceeds 30 minutes. L2 SPIRIT, S.A. is responsible for planning the start-up time production, and CLIENT must adapt its availability.
4. L2 SPIRIT, S.A. shall not be liable for any errors or omissions in the printed work, when made in accordance with the tests on the machine, color proofs or PDF files, checked and approved by the CLIENT and, in the absence thereof, when printing was carried out on the basis of files (computer support) sent by the same, prepared in accordance with the technical rules of the regulations in force, which will have probative value in case of litigation.
CLUSE 6 - TeRM
1. The execution period of the order starts according to the planning of L2 SPIRIT, S.A., instructions, files and materials for printing that the CLIENT has committed to deliver, and according to the deadlines agreed with the CLIENT.
2. The absence, defect or deficiency in the quality of the elements, instructions, files or materials delivered by the CLIENT, as well as a delay of more than four (4) hours in the delivery of the color proofs and PDF files, may determine the extension of the period of compliance and the compensation for losses and expenses resulting from the immobilization of machinery and other means of production of L2 SPIRIT, S.A.
3. Nevertheless, in the event that the CLIENT does not request the prior verification in accordance with the preceding paragraphs, or provide within the agreed time or, in the absence thereof in useful time, a file prepared in accordance with the technical regulations in force, L2 SPIRIT, S.A. reserves the right to, not wishing to suspend or extend the period of supply, to print in accordance with the technical standards and practices in force in the undertaking.
4. L2 SPIRIT, S.A. may not be charged by any damages or expenses, as a result of a possible extension of the deadlines for execution by failure of the CLIENT to comply with obligations assumed or difficulties in using the files provided by the CLIENT.
5. Whenever the delivery of files by the CLIENT does not comply with the rules and requirements in force by L2 SPIRIT, S.A., L2 SPIRIT, S.A. may return or rectify it, by debiting a cost per hour related to pre-press. This intervation may cause a change in the delivery period previously agreed with the client and L2 SPIRIT, S.A. cannot be held liable for any resulting damages to the CLIENT.
CLAUSE 7 – ELEMENTS FOR PRINTING
1. Except to the extent that it is the result of willful or proven fault attributable to L2 SPIRIT, S.A. or to its employees and representatives, the L2 SPIRIT, S.A. is not liable for loss, prejudice or damage verified in files and other elements sent or delivered by the CLIENT for the production of goods and materials.
2. Once completed, delivered and paid the print works ordered by the CLIENT, all materials and media delivered by CLIENT will be destroyed in a thirty (30) day term, or if this is a expressed will by the CLIENT, stored and returned, on its own accounting and risk; without prejudice the elements prepared, constructed, made or acquired by L2 SPIRIT, S.A. for the realization of the work in question (projects, drawings, photolites, photographs, films, plates, computer equipment, cuttings, color selections and other materials) will be considered L2 SPIRIT, S.A. property for all purposes, and may be sold as separate products from the commissioned work, and then invoiced and paid separately.
3. Notwithstanding the possibility of being agreed the storage, deposit and preservation of goods and materials executed and elements supplied by the CLIENT, at their own risk and expense, the storage of the finished work and materials belonging to the CLIENT from the fifth (5th) day after invoicing, gives L2 SPIRIT, S.A. the right to a compensation in proportion for the occupied area, calculated in accordance with the storage prices in force.
CLAUSE 8 – PRICE
1. The prices shall be fixed in the budget, in the price list of L2 SPIRIT, S.A. or, failing that, those applied by the latter at the time of the contract.
2. Based on the modification of circumstances that have made the execution of the order more expensive, L2 SPIRIT, S.A. reserves the right to proceed with the revision of the price which, not being accepted by the CLIENT, exonerates it from executing the order, without any liability being attributed to it.
CLAUSE 9 – PAYMENT CONDITIONS
1. Payment will be made within the deadline set in the invoice and in accordance with the terms and conditions established in the particular conditions.
2. Until further conditions be established, transactions with new customers will be paid immediately, through bank transfer, ATM, cash or check issued by the CLIENT.
3. Payment of all invoices will be made at the headquarters of L2 SPIRIT, S.A. or for any of the NIBs indicated.
4. The prices will be increased by VAT calculated at rate in force.
5. The transfer of ownership of the produced goods depends on the effective and full payment of the price.
CLAUSE 10 – Protraction and default
1. In the event of a delay in payment in relation to the dates indicated on the invoice, the CLIENT is obliged to pay to L2 SPIRIT, S.A. interest for late payment calculated at the legal rate in force, without prejudice to L2 SPIRIT, S.A have the right to compensation for any damages that have been caused by the non-compliance.
2. Notwithstanding the provisions of the preceding paragraph, the non-payment of the price by the CLIENT grants L2 SPIRIT, S.A., in addition to the rights established by law or a particular condition, the right to suspend immediately and without notice any supplies agreed upon until liquidation debt.
Clause 11 – Transportation
1. The delivery of all goods and materials ordered will be carried out at the headquarters of L2 SPIRIT, S.A., unless another place has been agreed, being the transport in this case the responsibility of the CLIENT, or invoiced and charged separately of the order.
2. The CLIENT compromises to communicate timely and in writing to the Commercial Department of L2 SPIRIT, S.A. the necessary elements to proceed, directly and indirectly, to the delivery outside its headquarters, namely the time, day and place of the deliveries.
3. If L2 SPIRIT, S.A. agrees to carry out the delivery of the goods and materials outside its headquarters, the transportation will be carried out entirely at the client’s risk, and L2 SPIRIT, S.A. shall not be liable for any liability arising, or justify the cancellation of the order by the CLIENT with any problem, delay, loss or damage arising from transportation.
Clause 12 – Packing and Marking
1. The packaging and marking of goods and materials ordered will be made under the conditions considered by L2 SPIRIT, S.A., as appropriate to the transportation to be made, volumes, weights, dimensions and distance to be traveled to the place of delivery agreed with the CLIENT.
2. L2 SPIRIT, S.A. cannot be held responsible for damages incurred in the discharge, when of CLIENTs responsibility, or at unpacking the order.
CLAUSE 13 – Deliveries
1. The orders will be delivered accompanied by transport guides with a clear and express indication of the nature and quantity of delivery.
2. All goods and materials delivered shall be subject to a conference by the CLIENT or recipient indicated.
3. For all legal and contractual purposes, the conference of goods and materials shall be considered as performed by L2 SPIRIT, S.A., if the CLIENT does not sign and return to L2 SPIRIT, S.A. the respective declaration within a maximum period of forty eight (48) hours after delivery.
Clause 14 – Defective Products
1. Any reservation, complaint or deficiency verified in the order must be communicated in writing to L2 SPIRIT, S.A. within a maximum of forty-eight (48) hours, accompanied by the respective reasons. After reviewing the complaint, L2 SPIRIT, S.A. will decide on its acceptance, being in this case, obliged to replace at its own risk the goods and materials that considers to be defective. After the deadline indicated, the right of complaint will expire and the acceptance of the goods and materials considered as final.
2. It is stated that, regardless of the type of defect in question, its communication will not give rise to termination of the contract between the CLIENT and L2 SPIRIT, S.A., limiting the liability of L2 SPIRIT, S.A., when proven, to replacement of defective goods.
3. The use by the CLIENT or third parties at their request of the goods and materials provided by L2 SPIRIT, S.A., implies acceptance of the products delivered and confirmation by the CLIENT of the absence of defects in them, not being accepted any claims regarding goods and materials that have already been used.
4. The CLIENT does not have the right to withhold payment of invoices or to make unconventional deductions for defective goods and materials.
Clause 15 – Relevant Defects
1. L2 SPIRIT, S.A. is not liable to be responsible for any damages that are tolerated according to the uses and good practices of the graphic sector of the same type, namely:
a) Variations up to 10% in relation to the quantity ordered, being discounted in the price the missing quantities or collected the amounts in excess;
b) Variations of up to 8% in the micrometer thickness of paper or paperboard;
c) Variations up to 5% in metric weight of paper or cardboard;
d) Variations up to 5 millimeters in the measures of the raw sheets in paper or cardboard and in the width of the reels;
e) Slight differences in paint, smoothness, satin finish, thickness and collage.
2. After delivery of the goods and materials ordered will not be considered as relevant defects, namely to replace defective products, those found in those that are stored, packaged and used in conditions that make them unfit for the purposes for which they are intended.
Clause 16 – Contents
The goods and materials produced by L2 SPIRIT, S.A. under the terms of these GC, and the particular conditions, are produced under order of the CLIENT, so it is assumed for all due, legal and contractual effects that all its contents are in accordance with the law and good customs, so L2 SPIRIT, S.A. cannot be held responsible in any circumstance, for the violation of the law of publicity or any other norms and rights by virtue of the goods and materials produced by it, nor can it be held responsible for infringement of any copyright or other rights of third parties.
Clause 17 – Executive Title
In case of breach of contract by the CLIENT, these GC or other documents, as well as any particular agreed, constitute in their entirely an executive title for jus-procedural purposes.
Clause 18 – Cases of Major Force
1. Major Force is an unforeseeable or fortuitous event, regardless of the will of L2 SPIRIT, S.A., which impedes the punctual fulfillment compliance of its contractual obligations.
2. Are considered cases of major force, provided the conditions set out in paragraph 1 are met, the following facts:
a) War or hostilities, riots or changes in public order, theft, earthquakes, floods, fires, or any natural disaster;
b) Accidents, industrial disturbances, such as strikes, which prevent the use of means of transport, installations or equipment of the manufacturer, as well as transport difficulties, serious mechanical failures without replacement equipment, or lack of compliance by suppliers, namely energy failures.
3. In cases of Force Major that prevent the fulfillment of the obligations assumed by L2 SPIRIT, S.A., it reserves the right to proceed without prior and immediate notice, to the suspension of deliveries or to cancel the order of the CLIENT, exonerating itself through delivery of the part already made, the price being reduced proportionally.
Clause 19 – Confidentiality
1. The CLIENT obliges himself to keeps in strict confidence all data, information, records, processes and know-how that have been received from L2 SPIRIT, S.A. with the indication that they are confidential and must not disclose the contents of the without the prior consent of the third party.
2. The above obligations of confidentiality shall not apply to data, information and records which:
a) They are already in the public domain when they are received, or they become in accordance with the applicable Law, after their reception;
b) The CLIENT proves that he has already in his legitimate possession at the time of its reception, without having been directly obtained from L2 SPIRIT, S.A.
Clause 20 – Competent Court
1. The contract formed by these GC and the particular conditions of each order is governed by Portuguese Law.
2. Without prejudice that the parties may stipulate an arbitration agreement, any and all matters arising from these GC and the particular conditions, including those relating to their interpretation, validity or effectiveness, shall be the exclusive competence of the Court of the District of the headquarters of L2 SPIRIT, S.A. with express resignation of any other.